0001101302ENTEGRIS INCfalse00011013022022-04-272022-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

________________________________________ 

 

 CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 27, 2022

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 Entegris, Inc.

(Exact name of registrant as specified in its charter)

 _______________________________________

Delaware

001-32598

41-1941551

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

129 Concord Road,

Billerica,

MA

01821

(Address of principal executive offices)

(Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

ENTG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07.    Submission of Matters to a Vote of Security Holders.

On April 27, 2022, Entegris, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). As of March 11, 2022, the record date for the Annual Meeting, there were 135,844,075 shares of the Company's Common Stock issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Holders of 126,576,379 shares of the Company's Common Stock, or 93.17% of the outstanding shares entitled to be cast at the Annual Meeting, which constituted a quorum, were represented at the Annual Meeting in-person or by proxy. The following proposals, which were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2022, were voted upon and approved at the Annual Meeting:

1. To elect the following eight persons as directors to serve until the 2023 Annual Meeting of Stockholders:

NOMINEE						VOTES FOR						VOTES AGAINST						VOTES ABSTAINED						BROKER NON-VOTES
Michael A. Bradley						115,809,118						5,164,163						44,725						5,558,373
Rodney Clark						118,855,257						2,118,691						44,058						5,558,373
James F. Gentilcore						118,509,603						2,463,980						44,423						5,558,373
Yvette Kanouff						118,783,276						2,192,526						42,204						5,558,373
James P. Lederer						119,080,047						1,890,974						46,985						5,558,373
Bertrand Loy						119,282,846						1,692,274						42,886						5,558,373
Paul L.H. Olson						116,107,875						4,866,451						43,680						5,558,373
Azita Saleki-Gerhardt						116,752,510						4,225,280						40,216						5,558,373

2. To approve, on an advisory basis, the Company’s Executive Compensation:

VOTES FOR						VOTES AGAINST						VOTES ABSTAINED						BROKER NON-VOTES
115,801,552						5,157,591						58,863						5,558,373

  

3. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022:

VOTES FOR						VOTES AGAINST						VOTES ABSTAINED
120,124,099						6,420,513						31,767

    

 

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			ENTEGRIS, INC.
Dated: April 27, 2022			By:			/s/ Joseph Colella
			Name:			Joseph Colella
			Title:			Title: Senior Vice President, General Counsel and Secretary